Contract analysis

I. PURPOSE AND BACKGROUND The purpose of this memorandum is to establish a comprehensive document collection protocol in connection with the obligation of our client, Jonathan R. Caldwell, to comply with the federal grand jury subpoena issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York (Grand Jury No. 22-GJ-4481). The subpoena was served upon Mr. Caldwell on Nove

II. SCOPE OF COLLECTION A. Temporal Scope The date range for the document collection is January 1, 2014 through December 31, 2021, consistent with the temporal scope specified in the subpoena's demands. This eight-year period encompasses the entirety of Mr. Caldwell's investment relationship with Marcus Stavros and the Aegean Realty entities, from the earliest period of their business dealings through and beyond the

1. Key Individuals and Entities • Marcus W. Stavros — personally, and in his capacity as managing member or principal of any Aegean Realty entity. • Aegean Realty Partners LLC — principal office at 280 Atlantic Street, Suite 510, Stamford, Connecticut 06901; the parent entity and management company for the Aegean fund and joint venture platform. • Aegean Realty Fund III LP — a Delaware limited partnership in which Mr

2. Key Transaction Categories • Any and all appraisals, valuations, or property inspection reports for properties in which Mr. Caldwell and Stavros had a direct or indirect interest, including but not limited to appraisals prepared by Pinnacle Appraisal Group LLC. • Any distributions received by Mr. Caldwell from the fund or joint venture entities, including aggregate LP distributions of approximately $1,870,000 and

III. CUSTODIANS AND DATA SOURCES A. Primary Custodian: Jonathan R. Caldwell Mr. Caldwell is the sole custodian named in the subpoena and the primary source for all responsive documents. The following data sources associated with Mr. Caldwell have been identified for collection:

1. Personal Email Account. Mr. Caldwell's primary email address is jrc@caldwellcap.com, which is hosted on Caldwell Capital Advisors LLC's email server or cloud-based email platform (the specific hosting environment to be confirmed with Mr. Caldwell and CCA's IT personnel). This email account serves as Mr. Caldwell's principal means of electronic communication for both personal investment matters and business corresp

2. Personal Mobile Device. Mr. Caldwell's personal mobile phone will be collected for forensic imaging. The make, model, operating system, and carrier of Mr. Caldwell's current device are to be confirmed during the client meeting scheduled for the week of December 12, 2022. Additionally, we must confirm with Mr. Caldwell whether he used any prior mobile devices during the relevant period (2014–2021) that may still be

3. Physical Files — Residence. Location: 1140 Park Avenue, Apt. 14C, New York, New York 10128. Mr. Caldwell maintains a home office at his residence that contains physical files relating to his personal investments and real estate holdings. Based on our preliminary discussions, these files include hard-copy correspondence with Stavros and Aegean Realty personnel, investment account statements, subscription agreements

4. Physical Files — Office. Location: 590 Madison Avenue, 22nd Floor, New York, New York 10022 (offices of Caldwell Capital Advisors LLC and the registered office of JRC Realty Holdings LLC). Mr. Caldwell maintains a personal office at this location, which includes filing cabinets, storage areas, and desk files containing records relating to his various investment activities. While the bulk of Mr. Caldwell's Aegean R

1. JRC Realty Holdings LLC Records. JRC Realty Holdings LLC (EIN: 81-4493217) is Mr. Caldwell's personal holding company for his direct real estate portfolio, which comprises approximately $78,000,000 in assets across fourteen properties in the New York, New Jersey, and Connecticut tristate area. As a general matter, the JRC Realty portfolio is not expected to overlap with the Aegean Realty investments that are the s

2. Bank Records. Mr. Caldwell's personal and entity bank account statements reflecting wire transfers to and from Aegean Realty entities, Marcus Stavros, Westlake Fidelity Bank, N.A., or Harborview Trust Company will be required for production. We must confirm with Mr. Caldwell which bank accounts were used for Aegean-related transactions — including the specific financial institutions, account numbers, and account h

3. Records from Thornberg & Whitfield CPAs. Thornberg & Whitfield CPAs, located at 521 Fifth Avenue, 17th Floor, New York, New York 10175 (senior partner: Helen R. Thornberg), has prepared tax returns and financial statements for Mr. Caldwell and CCA for several years. These records may reference or include documentation relating to the Aegean Realty investments, including Schedule K-1 forms, investment income and lo

4. Records from Whitmore & Kessler LLP. Whitmore & Kessler LLP, located at 277 Park Avenue, 40th Floor, New York, New York 10172 (partner: Patricia Sheldon), served as Mr. Caldwell's prior counsel in connection with the 2019 separation negotiation with Stavros, including the negotiation and execution of the separation agreement dated December 15, 2019. All communications between Mr. Caldwell and Whitmore & Kessler ar

IV. COLLECTION METHODOLOGY A. Electronic Data — Forensic Imaging and Extraction All electronic data sources identified in Section III will be collected using forensically defensible methods designed to ensure chain of custody, data integrity, and authenticity. The use of forensic collection techniques is essential to establishing the reliability of the collected materials for purposes of the grand jury production and

V. ESTIMATED VOLUME Based on initial discussions with Mr. Caldwell and a preliminary assessment of the data sources identified above, the estimated volume of the document collection is as follows: This estimated volume is within the 10 GB processing and hosting cap provided under the Clearpath Document Solutions engagement ($47,500 flat fee). If the actual volume exceeds this estimate, we will evaluate whether additi

VI. PROCESSING AND HOSTING All collected data will be transmitted securely to Clearpath Document Solutions for processing in accordance with the following protocols: Processing Steps. Clearpath will apply the following standard processing steps to all collected ESI: • De-duplication: Exact duplicate documents will be identified and removed using hash-value comparison (MD5 and SHA-1) to eliminate redundant copies and

VII. REVIEW WORKFLOW OVERVIEW The detailed document review protocol, including specific search terms, custodian-based and date-based filters, and coding guidelines, will be addressed in a separate Document Review Protocol and Search Term Memorandum to be prepared by Daniel Obi. Similarly, the privilege review guidelines — including the standards for asserting attorney-client privilege and work product protection, the

VIII. ROLLING PRODUCTION SCHEDULE Consistent with the rolling production arrangement agreed upon between Conrad Ashby and AUSA Goldfarb, the following production schedule will govern the timing and sequencing of document deliveries to the USAO: The exact volumes for each production will be determined based on the pace of the document review. Priority in the first rolling production will be given to the most responsiv

IX. DATA SECURITY AND CONFIDENTIALITY The security and confidentiality of Mr. Caldwell's documents and ESI are of paramount importance throughout the collection, processing, review, and production phases. The following data security measures will be implemented: Encryption. All data in transit — whether transmitted from the collection site to Clearpath, from Clearpath to the Calderwood & Harkness review team, or from

X. KEY CONTACT INFORMATION The following contact information is provided for reference by the engagement team: Calderwood & Harkness Engagement Team: • Conrad Ashby — Partner, White Collar & Investigations (Billing Partner; lead attorney for all Government interactions and privilege determinations) • Bernard Crawford — Partner, Labor & Employment (Responsible Partner; oversight of employment-related issues, if any ar

XI. NEXT STEPS AND ACTION ITEMS The following action items and deadlines are critical to maintaining the collection and production schedule. Responsible team members are identified for each item. Immediate — By December 9, 2022

1. Execute Clearpath Vendor Engagement Letter / SOW. The engagement letter and statement of work with Clearpath Document Solutions must be finalized and executed no later than December 9, 2022, to permit the commencement of forensic collection activities the following week. The SOW provides for a flat fee of $47,500 for processing, hosting, and production of up to 10 GB of data. (Responsible: Lisa Morrow; approval: C

2. Client Confirmation Items. Confirm with Mr. Caldwell the following open items: (a) Whether any additional personal email accounts exist beyond jrc@caldwellcap.com, and if so, whether any were used for communications with Stavros, Aegean entities, Westlake Fidelity Bank, Harborview Trust Company, or Pinnacle Appraisal Group; (b) The make, model, operating system, and carrier of his personal mobile device, and wheth

3. Schedule On-Site Collection. Coordinate with Mr. Caldwell to schedule on-site physical file collection at 1140 Park Avenue (residence) and 590 Madison Avenue (office). Target date: week of December 12, 2022. (Responsible: Lisa Morrow.) Week of December 12, 2022

4. Commence Forensic Imaging — Email. Initiate forensic imaging of the jrc@caldwellcap.com email account by Clearpath Document Solutions. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow.)

5. Forensic Backup — Mobile Device. Perform forensic backup of Mr. Caldwell's personal mobile device using Clearpath's mobile forensics toolkit. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow.)

6. Targeted Collection — CCA Shared Drive. Commence targeted forensic collection of relevant folders and directories from the CCA shared drive. (Responsible: Clearpath / Raj Anand; coordinated by Lisa Morrow with CCA IT support.)

7. On-Site Physical File Collection. Conduct on-site review and scanning of physical files at Mr. Caldwell's residence and office. (Responsible: Lisa Morrow and designated Calderwood & Harkness paralegal.)

8. Data Transmission to Clearpath. Securely transmit all collected data — email, mobile device, shared drive, and scanned physical files — to Clearpath for processing. (Responsible: Lisa Morrow.) Week of December 19, 2022

9. Processing Completion. Clearpath to complete processing of all collected data (de-duplication, de-NISTing, email threading, metadata extraction, OCR, and date-range filtering) and load all processed documents to the secure review platform. (Responsible: Clearpath / Raj Anand.)

10. Document Review Protocol Memorandum. Daniel Obi to prepare and circulate the Document Review Protocol and Search Term Memorandum, including keyword search terms, custodian and date filters, and coding guidelines. (Responsible: Daniel Obi.)

11. Privilege Review Guidelines Memorandum. Conrad Ashby to prepare and circulate the Privilege Review Guidelines Memorandum, including standards for asserting privilege, treatment of Whitmore & Kessler and Thornberg & Whitfield communications, and privilege log procedures. (Responsible: Conrad Ashby.)

12. Commence First-Pass Responsiveness Review. Begin first-pass review of processed documents for responsiveness to the subpoena's demands. (Responsible: Daniel Obi, Lisa Morrow, and designated reviewers.) January 2023.

13. Complete Review for First Production. Complete first-pass and second-pass review of a sufficient volume of documents to populate the First Rolling Production. (Responsible: Daniel Obi, Lisa Morrow.)

14. First Rolling Production. Prepare and deliver the First Rolling Production to the USAO by January 20, 2023. (Responsible: Lisa Morrow (production mechanics); Conrad Ashby (final approval and transmission to AUSA Goldfarb).) Ongoing.

15. Continue Review. Continue first-pass and second-pass review of remaining documents, prioritizing document categories as described in Section VIII. (Responsible: Daniel Obi, Lisa Morrow.)

16. Second Rolling Production. Prepare and deliver the Second Rolling Production by approximately February 10, 2023. (Responsible: Lisa Morrow; approval: Conrad Ashby.)

17. Final Production and Privilege Log. Prepare and deliver the Final Production and the privilege log by approximately February 24, 2023. (Responsible: Lisa Morrow (production), Daniel Obi (privilege log); approval: Conrad Ashby.)

XII. CONCLUSION The document collection protocol set forth in this memorandum is designed to ensure comprehensive, forensically defensible compliance with the Grand Jury Subpoena (Grand Jury No. 22-GJ-4481) while preserving all applicable privileges, including the attorney-client privilege and the work product doctrine. The protocol addresses all known custodians and data sources, establishes a clear chain of custody